Xi “Felix” Lin
About Xi “Felix” Lin
Xi “Felix” Lin, age 36, is President and Chief Executive Officer of HF Foods Group Inc. (effective January 1, 2025) after serving as President, Interim CFO, and Interim CEO during 2024, and as COO from May 2022 to January 2025; he previously served as an independent director from November 2019 to April 2022 . Lin holds a B.A. in Accounting and Finance (Mercer University), a Master’s in Accountancy (Georgia College & State University), and an MBA (UNC Chapel Hill) . Company performance in FY2024: net revenue $1.202B (+4.6% YoY), gross profit $205.2M (+0.6% YoY), and adjusted EBITDA $42.0M (+21.6% YoY); GAAP net loss was $48.1M and TSR value of an initial $100 investment was $37.94, versus $140.34 for the peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HF Foods Group Inc. | Chief Executive Officer | Jan 2025–present | Leads strategic transformation; expanded centralized purchasing and ERP rollout to 12 of 15 sites with completion targeted in 2025 . |
| HF Foods Group Inc. | President; Interim CEO; Interim CFO; COO | 2022–2024 | Operational optimization (fleet routes, margin focus); interim finance leadership; initiated ERP and supply chain systems . |
| HF Foods Group Inc. | Independent Director | 2019–2022 | Board oversight; governance experience prior to executive roles . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Blue Bird Corporation (NASDAQ: BLBD) | Vice President; prior leadership roles in Manufacturing Ops, Supply Chain, Finance, IB/M&A | 2010–Apr 2022 | Compliance, HR, government relations, strategic relationships, supply chain M&A; cross-functional operating and finance expertise . |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2022 | 285,577 | Joined as COO in 2022; interim CFO duties mid-2022 . |
| 2023 | 450,000 | Annual review; relocation and benefits per offer letter . |
| 2024 | 493,096 | Increased to $495,000 upon appointment as President; additional monthly stipends for interim CFO ($20K/mo) and interim CEO ($15K/mo) . |
| 2025 (contract) | 675,000 | Per CEO employment agreement effective Jan 1, 2025 . |
| Year | “All Other Compensation” ($) |
|---|---|
| 2022 | 92,504 |
| 2023 | 75,088 |
| 2024 | 104,093 (includes interim CFO and interim CEO stipends and 401k match) |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and FY2024 Outcome
| Metric | Weight | Target | Actual | % of Target |
|---|---|---|---|---|
| Net Revenue | 10% | $1.155B | $1.202B | 104% |
| Gross Profit | 45% | $209.9M | $205.2M | 98% |
| Internal Adjusted EBITDA | 45% | $50.1M | $44.3M | 88% |
- Initiatives: Lin achieved 2.5 of 3 initiative-based goals (material weaknesses reduction; inventory/distribution system implementation; DSA%<17%) .
- FY2024 AIP payout for Lin: $529,791, reflecting 91% achievement for nine months as President plus CEO-level target for three months, resulting in 107% of target .
| Year | Target Bonus (% of Salary) | Actual Bonus ($) |
|---|---|---|
| 2022 | 100% | 447,300 |
| 2023 | 100% | 406,350 |
| 2024 | 100% (mod. to CEO level for 3 mos) | 529,791 |
| 2025 (contract) | 125% target | — |
Long-Term Incentives (RSUs/PSUs)
| Grant Year | Award Type | Shares | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| 2022 | RSUs | 21,200 | 3 equal annual installments starting Apr 15, 2023 | Time-based. |
| 2022 | PSUs (target) | 16,643 | 3 annual installments starting Apr 15, 2023; payout 0–100% of target | Revenue, Internal Adjusted EBITDA . |
| 2023 | RSUs | 38,860 | 3 equal annual installments starting Apr 15, 2024 | Time-based. |
| 2023 | PSUs (target) | 40,084 | 3 annual installments starting Apr 15, 2024; payout 0–100% | Revenue, Internal Adjusted EBITDA . |
| 2024 | RSUs | 69,718 | 3 equal annual installments starting Apr 15, 2025 | Time-based. |
| 2024 | PSUs (target) | 69,718 | 3-year performance period; cliff vest Apr 15, 2027 if goals met | FY24: Rev $1.155B; Internal Adj. EBITDA 4.33% of revenue. FY25: Rev $1.190B; 4.5%. FY26: Rev $1.231B; 5.0% . |
| 2025 | Market PSUs | 310,559 | Vest on 3rd anniversary if 30-day avg closing price ≥$7.00 at any time prior; continuous employment required | Stock price condition . |
- FY2024 grant values: Lin RSUs/PSUs fair value $495,000 (50%/50%), with 69,718 RSUs and 69,718 PSUs granted on June 5, 2024 .
- PSU tranche vesting outcomes: FY2024 achievement caused 2024 PSU tranches (for prior grants) to vest at 85.4–94.6% depending on grant year; 2024 grant PSU tranche achievement was 94.6% for the 2024 grant’s FY2024 component, with total vesting at period end .
Pay Mix and Options
- Approximate FY2024 NEO pay mix: Base 31%, AIP 33%, equity 36%; CEO and President/COO roles reflected in Lin’s mix .
- Options: Company has not historically granted option-like awards; none granted in fiscal 2024 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (Apr 7, 2025) | 304,349 shares; includes 30,292 PSUs scheduled to vest within 60 days . |
| Ownership as % of Outstanding | Less than 1% of 52,737,650 shares . |
| Unvested RSUs (market value at 12/31/24) | 21,200 ($68,052); 38,860 ($124,741); 69,718 ($223,795) . |
| Unvested PSUs (market value at 12/31/24) | 16,643 ($53,424); 40,084 ($128,670); 69,718 ($223,795) . |
| Hedging/Pledging Policy | No formal hedging policy; insider trading policy prohibits derivatives and margining; directors/executives may use company securities as collateral for bona fide loans (pledging permitted) . |
| Ownership Guidelines | Not disclosed in proxy; no explicit executive ownership guideline mentioned . |
- Near-term selling pressure: Annual RSU vest dates on/around April 15 each year for 2022–2024 grants; 3-year PSU cliff for 2024 grant in 2027; market PSUs vest only if $7.00 trigger is met before 3rd anniversary .
Employment Terms
| Term | Details |
|---|---|
| Agreement Term & Renewal | 3-year term starting Jan 1, 2025; auto-renews for 1-year periods unless notice ≥90 days pre-expiration . |
| Base Salary | $675,000 . |
| Annual Bonus Target | 125% of base salary; discretionary, based on Committee-approved goals . |
| Annual LTI Target | 150% of base salary in equity grants under 2018 Plan . |
| One-time Market PSUs | $1,000,000 value (310,559 shares granted Jan 3, 2025); vest if 30-day avg closing price ≥$7.00 within 3 years and continuous employment . |
| Severance (No CIC) | CEO Severance Policy: 2x base salary + up to 12 months COBRA; employment agreement provides 36 months base salary if terminated without cause or resigns for good reason before end of initial term; pro rata target bonus if termination on/after June 30 . |
| Severance (CIC Window) | 3x base salary + up to 12 months COBRA for qualifying termination within 6 months pre- or 12 months post-CIC; equity acceleration terms vary by grant year (see below) . |
| Equity Acceleration | Grants ≤2023: full acceleration upon CIC; 2024 grants: accelerate at target only if terminated without cause within 12 months after CIC (double trigger) . |
| Non-Compete | 12-month U.S. non-compete (competitive Asian foodservice distribution businesses) post-termination . |
| Non-Solicit (Personnel/Customers) | Prohibits solicitation/hiring of Company personnel and diversion of customers during restriction period . |
| Arbitration | Binding AAA employment arbitration in Las Vegas; confidentiality; equitable relief carve-outs . |
| Clawback & Indemnification | Subject to Company clawback policies; D&O indemnification and coverage per Company policy ; clawback policy effective Oct 2, 2023 . |
Board Governance
- Board service history: Lin served as an independent director (Nov 2019–Apr 2022) and is nominated for director election at June 2025 annual meeting; not independent as CEO .
- Governance structure: Roles of CEO and Chair must be separate; currently no Chair, with a Lead Independent Director (Charlotte Westfall) coordinating independent directors; Audit Committee oversees risk .
- Committee memberships: Audit (Chair Lisa Lim), Compensation (Chair Maria Ross), Nominating (Chair Charlotte Westfall), Special Transactions (Chair Dr. Yujie Wang); Lin is not listed as a committee member .
- Attendance: 2024 board held 15 meetings; directors’ attendance rate was 87% for board and 100% for committees; 100% attended the 2024 annual meeting .
- Insider trading policy: Prohibits derivatives and margining; pledging permitted for bona fide loans; no formal hedging policy .
- Say-on-pay: 80% approval at 2024 annual meeting; 99% at 2023 annual meeting .
Director Compensation (context)
- Independent directors received quarterly cash retainers and RSUs (e.g., 2024 grants: 9,709 RSUs vesting Aug 7, 2025 with $30,000 grant date fair value) .
- Lin did not receive separate director fees while serving as an executive .
Compensation Peer Group
- Pay Governance advised the Compensation Committee; 15-company peer set includes Chef’s Warehouse, SpartanNash, Hain Celestial, Calavo Growers, Vital Farms, Medifast, Natural Grocers, etc.; reviewed and maintained for 2025 decisions .
Related Party Transactions and Oversight
- Special Transactions Review Committee oversees and pre-approves related party transactions; multiple RPTs with entities linked to former executives/stockholders; severance agreements disclosed for departed CEO and CFO .
Summary Compensation (Multi-year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 285,577 | 450,000 | 493,096 |
| Bonus ($) | 447,300 | 406,350 | 529,791 |
| Stock Awards ($) | 610,000 | 450,000 | 495,000 |
| All Other Compensation ($) | 92,504 | 75,088 | 104,093 |
| Total ($) | 1,435,381 | 1,381,438 | 1,621,980 |
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net income (loss) ($000s) | 235 | (2,662) | (48,102) |
| Adjusted EBITDA ($000s) | 40,133 | 34,583 | 42,041 |
| TSR value of $100 investment | 47.99 | 63.12 | 37.94 |
| Peer group TSR (S&P 500 Food & Staples Retailing TR) | 89.71 | 103.69 | 140.34 |
Board Service, Committees, and Dual-Role Implications
- Lin’s nomination to the board as sitting CEO creates a dual-role dynamic; however, governance guidelines explicitly separate CEO and Chair roles, with an empowered Lead Independent Director and fully independent audit/compensation/nominating/special transactions committees mitigating independence concerns .
- No indication that Lin serves on or chairs any board committee, consistent with best practices for CEO-directors .
Risk Indicators & Red Flags
- Pledging permitted: Insider trading policy allows use of company stock as collateral for bona fide loans; hedging derivatives prohibited, but no formal hedging policy—monitor for any pledged shares (none disclosed) .
- Equity acceleration framework tightened in 2024 to require double-trigger post-CIC—positive governance signal; earlier grants still single-trigger accelerate on CIC .
- 2024 GAAP net loss driven by goodwill impairment and other adjustments; adjusted EBITDA improved—watch for reliance on non-GAAP metrics in pay plans .
- Leadership transitions: CEO change and CFO turnover in 2024—short-term execution risk; severance protections are sizable .
Investment Implications
- Alignment: Lin’s pay mix emphasizes performance (AIP weighted to revenue/gross profit/adj. EBITDA; PSUs tied to multi-year revenue and adjusted EBITDA targets; market PSUs linked to $7 share-price threshold), with 2024 PSU tranche outcomes reflecting partial achievement—supportive of pay-for-performance .
- Retention: Strong severance (up to 36 months base under contract in initial term; 3x base in CIC window under policy), plus significant unvested RSU/PSU overhang and market PSUs create retention incentives but also potential future dilution and severance cost risk in downside scenarios .
- Trading signals: Anticipate RSU vesting each April 15 (near-term supply), and a potential step-up in equity usage after the 2018 Plan share pool increase to 7,000,000 in 2024; market PSUs vest only if the 30-day $7 price condition is met within 3 years, introducing a share-price threshold catalyst .
- Governance quality: Separation of CEO and Chair, active Lead Independent Director, and independent committees (with Special Transactions oversight) mitigate CEO/director dual-role concerns; say-on-pay support at 80% (2024) and 99% (2023) suggests investor acceptance, though TSR underperformance vs peer group warrants continued scrutiny of metric calibration and payout rigor .